Ubisoft 2008 Annual Report Download - page 234

232
UBISOFTANNUAL REPORT 2009
SECOND RESOLUTION
(Allocation of earnings for the nancial year ended March 31, 2009)
The Shareholders’ General Meeting, deliberating in accordance with the quorum and majority requirements for shareholders’
ordinary general meetings and having read the Board of Directors’ report, resolves to allocate earnings for the nancial year ended
March 31, 2009 as follows:
• earnings for the period €33,552,867.08
• to the legal reserve, the amount of €10,905.50
thus brought to the 10% legal minimum
Balance to the “Retained earnings” account €33,541,961.58
The Shareholders’ General Meeting also notes that no dividend has been distributed for the past three nancial years.
THIRD RESOLUTION
(Approval of the consolidated nancial statements for the nancial year ended March 31, 2009)
The Shareholders’ General Meeting, deliberating in accordance with the quorum and majority requirements for shareholders’ ordinary
general meetings and having read the Board of Directors’ report on the management of the Group and the Statutory Auditors’ report
on the consolidated nancial statements, approves the consolidated nancial statements for the nancial year ended March 31, 2009
as presented (consisting of the balance sheet, consolidated income statement and notes), as well as the transactions reected in said
nancial statements or summarised in said reports.
FOURTH RESOLUTION
(Approval of the agreements and commitments covered by Articles L.225-40 et seq. of the French Commercial Code)
The Shareholders’ General Meeting, deliberating in accordance with the quorum and majority requirements for shareholders’ ordinary
general meetings and having read the Statutory Auditors’ special report on the agreements and commitments covered by Articles
L.225-40 et seq. of the French Commercial Code relating to the nancial year ended March 31, 2009, notes the conclusions of said report
and approves the agreements referenced therein.
FIFTH RESOLUTION
(Authorisation to buy back, retain or transfer Ubisoft Entertainment SA shares)
The Shareholders’ General Meeting, deliberating in accordance with the quorum and majority requirements for shareholders’ ordinary
general meetings and having read the Board of Directors’ report, authorises the Board of Directors – with the option to further delegate
in the legally prescribed manner, pursuant to the provisions of Articles L.225-209 et seq. of the French Commercial Code and in
accordance with the applicable provisions of European Regulation 2273/2003 of 22 December 2003 and the General Regulations of the
AMF (
Autorité des Marchés Financiers ) – to buy, retain and transfer Company shares, within a maximum of 10% of the share capital that
may exist at any given moment. This percentage applies to the capital adjusted on the basis of transactions affecting it subsequent to
this Meeting. It is noted that the maximum percentage of shares bought back by the Company in order to be retained and subsequently
used as consideration or exchange in acquisitions is limited to 5% of the share capital as prescribed by law.
Shares may be bought and sold for any purpose currently authorised or that may be authorised in future under applicable laws and
regulations, and in particular the following:
• ensuring the liquidity of, and making the market in, Ubisoft Entertainment SA shares through an investment service provider
acting independently, in accordance with the code of ethics recognised by the AMF;
• releasing shares upon exercise of rights attached to securities giving entitlement to the Company’s share capital by any means,
whether immediately or in the future;